Is an electronic signature valid?

Yes. Electronic signatures are enforceable in interstate commerce under the ESIGN Act (15 U.S.C. ch. 96) and in most states under UETA, provided intent, consent, attribution, and record retention requirements are met.

What if one signer refuses?

If a required director or member withholds signature, unanimity fails and the action cannot be adopted by unanimous written consent; a properly noticed meeting or alternative approval method is required.

Do consents require notarization or witnesses?

Typically not for corporate actions, but certain state-specific instruments or related documents (e.g., deeds or powers of attorney) may require notarization or witnesses; verify with state law.

Can the document be signed in counterparts?

Yes, counterparts are generally acceptable if the document states that identical counterparts together constitute one instrument and each signer signs an identical text.

How should I store the executed consent?

Store the signed PDF with an audit trail in the corporate minute book and ensure backups; maintain retention consistent with IRS and industry rules.

How do I revoke a consent?

A unanimous consent may be rescinded only by unanimous written action of the same governing body or as permitted by bylaws; practical steps include drafting a rescission consent and obtaining all required signatures.

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Action by Unanimous Written Consent

Action by Unanimous Written Consent

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What an Action by Unanimous Written Consent Is

An Action by Unanimous Written Consent is a written record signed by all directors or members of a corporate or LLC governing body to approve corporate actions without a formal meeting. It creates the same binding authority as a vote taken at a duly noticed meeting when every required signer signs an identical document. Corporations commonly use unanimous written consents for time-sensitive matters such as officer appointments, mergers, capital actions, or approving minutes. The document should state the action taken, the effective date, and include signature blocks for every director or member.

When this document is the appropriate alternative to a meeting

Use unanimous written consent to record board-level approvals quickly while maintaining a clear audit trail. It avoids convening a formal meeting and ensures unanimous agreement is documented in writing and signed by all required parties.

Who typically prepares and signs a unanimous written consent

Boards of directors, LLC managers, corporate counsel, and company secretaries commonly prepare these consents to document unanimous approvals in place of meetings.

Corporate Boards: Record board actions without calling a special meeting; usually prepared by the corporate secretary.
LLC Managers/Members: Used when all members must approve a manager action or amendment in writing.
Legal and Finance Teams: Lawyers and CFOs use them for transactional approvals and to create a formal record.

The document is especially useful when all decision-makers can review and sign identical copies promptly, preserving corporate formalities and minutes.

Primary signing roles and sample signers

Board Chair

As chair of the board, this signer often certifies that the consent reflects the board's unanimous decision and may execute the document on behalf of the board when corporate bylaws permit.

Corporate Secretary

The secretary prepares the consent, verifies signatures, and retains the executed document in corporate minute books and records for compliance and audit purposes.

Essential elements to include in a professional unanimous written consent

A complete unanimous written consent follows a consistent structure so it is legally enforceable and easy to record in corporate minutes.

Title

A clear heading that identifies the document as "Action by Unanimous Written Consent" and specifies the governing body (board or members) and entity name.

Recitals

Brief background statements explaining why the action is taken in writing rather than at a meeting, and referencing any relevant charter or bylaw authority.

Resolved Action

One or more concise 'Resolved' clauses specifying the exact action being approved, including approvals, authorizations, or amendments with precise language.

Effective Date

A plainly stated effective date using MM/DD/YYYY format; this controls when rights or obligations created by the consent begin.

Signature Blocks

Identical signature blocks for each director or member with printed name, title, signature line, and date signed to ensure unanimity.

Certification

A short certification by the secretary or authorized officer confirming that signatures are identical and that the document will be kept with corporate records.

Step-by-step: preparing and executing the unanimous written consent

Follow these sequential steps to produce a valid, well-documented unanimous written consent and preserve corporate governance records.

01

Draft the Document: Prepare clear resolved clauses and include entity name and effective date.
02

Circularize to Signers: Provide identical copies to all directors or members for review and signature.
03

Collect Signatures: Obtain each required signature and date on the identical document.
04

File with Minutes: Secretary certifies and stores the executed consent in the corporate minute book.

Typical execution workflow for an electronic unanimous written consent

Use a consistent digital workflow to collect signatures, maintain an audit trail, and attach the executed consent to corporate records.

Upload Document: Add the consent PDF to the signing platform.
Place Fields: Add signature, printed name, title, and date fields for each signer.
Invite Signers: Send individual signing links or a bulk send if appropriate.
Capture Audit Trail: Store IP, timestamp, and completion certificate with the record.

Online configuration checklist for electronic completion

Configure the signing workflow to match corporate requirements and strengthen signer authentication.

Field	Configuration
Signature Order	Set to simultaneous; unanimity requires each signer on identical copies.
Authentication	Email verification by default; use SMS code or advanced authentication if required.
Document Copies	Enable automatic delivery of final signed PDF to all signers.
Audit Trail	Require platform audit trail and certificate of completion for retention.

Technical considerations for digital signing and storage

Choose a platform that produces tamper-evident PDFs, captures a detailed audit trail, and supports your authentication needs.

Formats Supported: PDF, DOCX, and standard printable formats
Authentication Options: Email, SMS, KBA, or advanced ID verification
Retention Features: Encrypted storage with versioning and audit logs

Ensure the provider supports ESIGN and UETA compliance and can supply records suitable for corporate minute books and audits.

Timing and document retention actions to calendar

Track key dates related to execution, effective date, and record retention to meet governance requirements.

Execution Date:

Date each signer signs; preserves order and timing of unanimous consent.

Effective Date:

Date in resolution governs when action takes legal effect.

Minute Book Filing:

File executed consent promptly with corporate minutes after final signature.

Record Retention Start:

Retention typically begins on execution or effective date.

Review Cycle:

Periodically review minute book for completeness and accessibility.

Key milestones from draft to corporate record

This sequential list highlights major stages from creating the consent to archival in the minute book.

01

Draft Approval

Draft reviewed by counsel and authorized officers.

02

Signer Distribution

Identical copies distributed to all required signers.

03

Signature Collection

All signatures obtained and dates recorded.

04

Minute Book Filing

Signed consent certified and stored with minutes.

Common preparation errors to avoid

Using nonidentical copies: differing language between copies can void unanimity and cause disputes about which text was approved.
Missing signers or signatures: an absent required signature defeats unanimous consent and may require a meeting instead.
Incorrect effective dates: ambiguous or backdated effective dates can create enforceability and tax timing issues.
Using initials where full signatures are required: some bylaws or state rules demand full signatures and dated entries for recordkeeping.

Consequences of defective or improperly executed consents

Action Invalid: May be voidable

Corporate Liability: Risk of contract challenge

Regulatory Exposure: Possible fines or sanctions

Tax Timing Issues: Incorrect effective date consequences

Recordkeeping Failure: Audit deficiencies

Governance Disputes: Increased litigation risk

How unanimous written consent differs from related documents

Compare unanimous written consent to a board meeting minute and a written resolution to pick the right format for governance needs.

Criteria	Unanimous Consent	Board Meeting Minutes	Written Resolution
Formality	lower	higher	moderate
Signing Required	all signers	chair & secretary	majority signatures
Record Type	single signed document	minutes transcript	signed resolution
Use Case	time-sensitive approvals	regular governance	formal approvals

eSignature vendor pricing and capability snapshot for executing consents

Comparison of common vendor starting prices and core capabilities relevant to executing and storing Action by Unanimous Written Consent documents.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Real-world examples of unanimous written consents in use

These condensed examples show how organizations apply unanimous written consents to common governance needs.

Optica Ventures LLC

Optica approved an officer appointment via unanimous written consent to avoid delay in funding operations.

The board signed identical copies remotely to document approval.
The consent was filed with corporate minutes and saved as part of the official record for audits and investor review.

Martin Properties

Martin Properties used unanimous consent to authorize a property sale when a special meeting could not be convened.

All directors signed electronically with time-stamped evidence.
The executed consent was attached to the closing binder and recorded in the corporate minute book for lender review.

Frequently asked questions about Action by Unanimous Written Consent

Answers to common legal and procedural questions about drafting, signing, and storing unanimous written consents.

Need help? Contact support

Is an electronic signature valid?
Yes. Electronic signatures are enforceable in interstate commerce under the ESIGN Act (15 U.S.C. ch. 96) and in most states under UETA, provided intent, consent, attribution, and record retention requirements are met.
What if one signer refuses?
If a required director or member withholds signature, unanimity fails and the action cannot be adopted by unanimous written consent; a properly noticed meeting or alternative approval method is required.
Do consents require notarization or witnesses?
Typically not for corporate actions, but certain state-specific instruments or related documents (e.g., deeds or powers of attorney) may require notarization or witnesses; verify with state law.
Can the document be signed in counterparts?
Yes, counterparts are generally acceptable if the document states that identical counterparts together constitute one instrument and each signer signs an identical text.
How should I store the executed consent?
Store the signed PDF with an audit trail in the corporate minute book and ensure backups; maintain retention consistent with IRS and industry rules.
How do I revoke a consent?
A unanimous consent may be rescinded only by unanimous written action of the same governing body or as permitted by bylaws; practical steps include drafting a rescission consent and obtaining all required signatures.

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